#UnityIntheMusicCommunity and #MakingMusicIsAProfession
Musicians For Musicians (MFM) seeks to bring together musicians from all disciplines, styles, traditions and localities in the cause of their mutual self-betterment. Whether through education, networking or political action, MFM’s ultimate goal is to elevate the work of all musicians to the level of a true profession, one which is recognized and appropriately rewarded by the society in which they live and work. MFM additionally advocates for the creation and maintenance of a fair and sustainable musical ecosystem, one in which participants share equitably in all forms of revenue generated by their work product, whether composed, recorded, or performed live. In the final analysis, we seek to promote all conditions which benefit the musicians’ community and the music created by it, while opposing all those which do them harm.
Code of Ethics
- You are encouraged to be an active member of MFM. MFM is a member driven organization, which means that your participation is essential. Attend MFM produced concerts, be outspoken in your advocacy of MFM goals, attend rallies, participate in boycotts, and help us to make change in Albany and Washington DC. We need your voice!
- Advocate music as “a work or profession.” Musicians are “creative workers” who produce value – which means that YOUR work has value and is not to be undersold. It is strongly recommended that you don’t play for free anymore, with limited exceptions.
- Honor your commitments. MFM relies on each member to play a role in the organization. Your contribution matters, so we respectfully ask that you take the initiative to do your part to help us succeed.
- Members are encouraged to help each other. Referring each other to bookers, festivals, radio shows, or just giving advice on how to handle certain situations are some of the many ways that musicians can help each other. This is part of the spirit of unity that we encourage at MFM.
Musicians for Musicians, Inc (MFM) is a New York based non-profit organization supported and run by musicians. We stand for the idea that making music is a profession.
Become a Member Today!
MFM relies on every member’s support.
Musicians For Musicians is run by a dedicated Board of Directors and staff who strongly believe that the time is NOW to realize the notion that making music is a profession. The revolution must start with the musicians themselves, and together we can find ways to advance our shared passion for music.
Sohrab Saadat Ladjvardi (musician, composer, leader of the music collective SoSaLa, educator, editor; and music activist.)
Board of Directors
Billy Harper (Jazz musician, band leader and educator)
David Belmont (multi instrumentalist, producer, label owner and political activist)
Melanie Frey (singer-song writerRoger Blanc (composer, guitarist)
Stefan Andemicael (DJ and Talent Buyer at Blue Note Entertainment Group)
Roger Blanc (guitarist, composer, activist)
Arturo O’Farrill (pianist/composer, Grammy Award winner and leader of the AFRO LATIN JAZZ Orchestra O’Farrill turns political expression into artistic action)
Banning Eyre (guitarist, writer, photographer, and producer specializing in the music of Africa)
David Liebman (musician, educator, author and founder of his non-profit organization. Currently he’s artist in residence at the Manhattan School of Music and guest lecturer at both the University of Toronto and Berklee College of Music)
Dr. Cornel West (political activist, social critic, author, public intellectual, and prominent member of the Democratic Socialists of America)
Fred Strauss (professor of software engineering at Polytechnic Institute of NYU -entrepreneur, mentor, consultant, innovator; trainer)
Kay Takeda (has worked for over 20 years to advance artists and the arts sector. She is currently the Senior Director of Artist Programs at the Joan Mitchell Foundation, where she stewards a diverse roster of artist-centered initiatives as an essential facet of Mitchell’s legacy.)
Ken Hatfield (jazz guitarist, composer, author and educator)
MFM Hudson Valley Chapter
Head: Stephen Johnson (guitarist, band leader and activist)
Bylaws of Musicians For Musicians, Inc.
Section 1.1. Members. The Board of Directors may fix the number of members of the Corporation. Additional members may be elected by the existing members from time to time at any annual meeting of members or at any special meeting of members called for election of members. Each member shall be at least 18 years of age. A member need not be a citizen of the United States or a resident of the State of New York. Except as may otherwise be provided in these By-Laws, membership shall be terminated by the death, resignation or removal of a member or by the dissolution or liquidation of the Corporation, and any right or interest of a member shall terminate upon the happening of any such event.
Section 1.2. Membership Criteria; Classes; Dues.
Members must be working musicians or have some connection to the music industry. There are two classes of members:
- Class I: entitled to one vote, $100/year
- Class II: not entitled to vote, $50/year
- Class III: not entitled to vote, free. Can be discontinued at the pleasure of the Board of Directors
Section 1.3. Record Date for Members. For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than fifty days nor less than ten days before the date of such meeting. If no record date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this paragraph, such determination shall apply to any adjournment thereof, unless the Board of directors fixes a new record date under this paragraph for the adjourned meeting.
Section 1.4. Membership Meetings.
ANNUAL MEETING. The annual meeting shall be held on the date and at the time fixed by the Board of Directors or the Chairperson of the Board (or, if there is no Chairperson, by the President).
SPECIAL MEETINGS. Special meetings may be held on the date and at the time fixed by the Board of Directors or the Chairperson of the Board (or, if there is no Chairperson, by the President). Special meetings may be convened by the members entitled to cast 10% of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The secretary of the corporation upon receiving written demand shall promptly give notice of such meeting or if they fail to do so within five business days thereafter, any member signing such demand may give such notice.
PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of New York, as the Board of Directors or the Chairperson of the Board or the President may from time to time fix. Whenever the directors, the Chairperson of the Board or the President shall fail to fix such place, the meeting shall be held at the office of the Corporation in the State of New York.
Section 1.5. Notice Or Actual Or Constructive Waiver Of Notice. Notice of all meetings shall be given, stating the place, date and hour of the meeting, and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called, and, at any such meeting, only such business may be transacted which is related to the purpose or purposes set forth in the notice. A copy of the notice of any meeting shall be given to each member at his or her address, including upon effectiveness of the Nonprofit Revitalization Act of 2013 (the “Revitalization Act”) on July 1, 2014, facsimile telecommunications or electronic mail as it appears on the record of members or, if he or she shall have filed with the Secretary of the Corporation a written request that notices be sent to some other address, then directed to him or her at such other address. The notice shall be given personally or by first class or overnight mail or, upon effectiveness of the Revitalization Act, by facsimile telecommunications or electronic mail if a member has provided the Corporation with an email address or fax number) not less than ten or more than fifty days before the date of the meeting. If mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Notice shall not be deemed to have been given by facsimile telecommunications or electronically if the Corporation is unable to deliver two consecutive notices to the member by facsimile telecommunications or electronic mail or the Corporation otherwise becomes aware that notice cannot be delivered to the member by facsimile telecommunications or electronic mail. [If, at any time, the membership of the Corporation shall exceed 500 members then notice may be served by publication in lieu of mailing in a newspaper published in New York County, once a week for three successive weeks next preceding the date of the meeting, provided, however, that the Corporation shall also prominently post notice of such meeting on the homepage of any website maintained by the Corporation continuously from the date of publication through the date of the meeting.] The Corporation must send notice of meetings by first class mail to any member who requests in writing that such notices be delivered by such method. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at such meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting and/or of the lapse of any prescribed period of time need not be given to any member who submits a signed waiver of notice and/or of the lapse of any prescribed period of time before or after the meeting. The attendance of a member at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such member.
Section 1.6. Members’ List Or Record and Challenge. A list or record of members as of the record date, certified by the Secretary or other officer responsible for its preparation, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Corporation that such request will be made at least ten days prior to such meeting. If the right to vote at any meeting is challenged, the person presiding thereat shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting.
Section 1.7. Annual Report Of Directors. The Board of Directors shall present at each annual meeting of members its reports, which shall set forth the statements and be verified or certified in the manner prescribed by Section 519 of the Not-for-Profit Corporation Law (N-PCL) , including the following:
(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve month fiscal period terminating not more than six months prior to the meeting.
(2) The principal changes in assets and liabilities, including trust funds, during such fiscal period.
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during such fiscal period.
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.
(5) The number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during such fiscal period, and a statement of the place where the names and places of resident of the current members may be found.
Such report shall be filed with the records of the Corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of such annual meeting of members.
Section 1.8. Conduct of Meeting. Meetings of the members shall be presided over by one of the following officers in the order of seniority and if present and acting–the Chairperson of the Board, the President, a Vice President, or, if none of the foregoing is in office and present and acting, by a Chairperson to be chosen by the members. The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairperson of the meeting shall appoint a secretary of the meeting.
Section 1.9. Proxy Representation. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Each proxy must be in writing (including an electronic mail communication) and signed by the member or by his or her attorney-in-fact and electronic and facsimile signatures shall be permitted. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by the N-PCL.
Section 1.10. Quorum. Except for a special election of directors pursuant to Section 604 of the N-PCL, and except as otherwise provided in these By-Laws, the members entitled to cast 10% of the total number of votes entitled to be cast at such meeting thereat shall constitute a quorum at any meeting of members for the transaction of any business. A majority of the members present may adjourn the meeting despite the absence of a quorum. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 1.11. Voting. Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall be required for election. Any other action, including the election of members, shall be authorized by a majority of the votes cast except where the N-PCL prescribes a different proportion of votes; provided that the said majority of the affirmative votes cast shall be at least equal to a quorum.
Section 1.12. Membership Action Without Meetings. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent (including electronic mail), setting forth the action so taken, signed by all the members entitled to vote, or signed by such lesser number of members as may be provided for in the certificate of incorporation.
Section 2.1. Board of Directors. The affairs of the Corporation shall be managed by its Board of Directors, which shall have all the powers permitted by law unless expressly limited by these By-Laws.
Section 2.2. Number of Directors. The number of directors shall initially be three. The number of directors shall be fixed by action of the Board from time to time, by resolution of the Board of Directors adopted by a majority of the entire Board of Directors, but shall be no less than three; until fixed by the Board the number shall be three. No decrease in the number of directors shall shorten the term of any incumbent director. As used in these By-Laws, “entire Board of Directors” means the total number of directors entitled to vote which the Corporation would have if there were no vacancies, as set forth in the New York Not-for-Profit Corporation Law (the “N-PCL”).
Section 2.3. Election and Term of Office. The Board of Directors shall initially consist of the directors listed in the Certificate of Incorporation, who shall serve until the election of directors at the first annual meeting has taken place. Directors shall be elected at the annual meeting of the Board of Directors by vote of a majority of the members present at the time of the vote, if a quorum is present and may succeed themselves in office. The term of office of each director shall be until the conclusion of the next succeeding annual meeting of the Board of Directors or until his or her earlier death, resignation or removal. Vacancies occurring on the Board of Directors for any reason, including newly-created directorships, may be filled by the vote of a majority of the directors then in office, whether or not a quorum. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office until the next annual meeting at which the election of directors is in the regular order of business.
Section 2.4. Resignation; Removal.
(a) A director may resign at any time by giving written (including electronic or telephonic) notice to the Board of Directors, the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of Directors or such officer and acceptance of the resignation shall not be necessary to make it effective. If any director shall be absent from three consecutive meeting of the Board of Directors without an excuse, the Board may decide to consider such absence as a resignation, and such resignation shall take effect at the time of such decision.
(b) Any director may be removed, with cause, by an affirmative vote of a majority of the entire Board of Directors provided that (i) the quorum necessary for such meeting shall be a majority of the entire Board of Directors, and (ii) the proposal to take such action shall have been stated in the notice of the meeting.
Section 2.5. Meetings.
(a) Annual Meeting. The annual meeting of the Board of Directors for the election of the officers of the Corporation, and for the transaction of such other business as properly may come before it, shall be held at the place at which the annual meeting of the members of the Corporation shall be held, and shall be held immediately following such meeting.
(b) Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of such regular meetings as it may determine upon and may fix the time and place of such meetings.
(c) Special Meetings. Special meetings of the Board of Directors may be held at any time and place as determined by the Board.
Section 2.6. Quorum of Directors; Attendance by Telecommunications. The presence of a majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the directors. Participation by one or more directors by means of a web, video or telephone conference or similar communications equipment allowing all persons participating in the Board or committee meeting to hear each other at the same time shall constitute presence at such meeting.
All Board members are expected to attend all regular Board meetings, unless they have provided written notice to the President at least 48 hours in advance. It is expected that Board members will make such a request for only one meeting per year and that all Board members will attend the annual meeting.
Section 2.7. Adjourned Meetings. A majority of the Board of Directors present at a meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of the time and place of such adjourned meeting shall be given to directors who were not present at the time of such adjournment.
Section 2.8. Action of the Board of Directors. The vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of statute including, without limitation, Sections 509 (which requires that certain real estate related actions be approved by a majority or two-thirds of the entire board), 510 (which generally requires that sales of all or substantially all of a corporation’s assets be approved by two-thirds of the entire board if there are no members entitled to vote on the transaction), 712 (which requires that certain board committees and their members be designated by resolution adopted by a majority of the entire board), 715 (which requires that the salaries of officers be approved by a majority of the entire board if not done in or pursuant to the by-laws), and 802 (which requires that actions to amend the certificate of incorporation be approved by a majority of the entire board if there are no members entitled to vote on the matter), of the N-PCL, the Certificate of Incorporation or these By-Laws. Each director, other than non-voting ex officio directors, shall have one vote. Directors may not vote by proxy.
Section 2.9. Action by Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all voting members of the Board of Directors or the committee consent in writing (including electronic transmission) to the adoption of a resolution authorizing such action. If provided in writing, the consent must be executed by the director or the committee member, as applicable, by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If provided via electronic transmission, the transmission of such consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director or the committee member, as applicable. Such resolution and written consents thereto shall be filed with the minutes of proceedings of the Board of Directors or the committee.
Section 2.10. Compensation. Directors may be reimbursed expenses incurred in the performance of their duties. Nothing in these By-Laws shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation for services performed in such capacity.
Section 2.11. Notice. Notice of the time and place and, to the extent required by law or these By-Laws, the purpose of every meeting of the Board of Directors other than the annual meeting, or any regular meeting, shall be given by first class mail (effective three days after posting), by Express Mail or overnight courier (effective upon the day and hour of promised delivery), or by telecopy, email, personal delivery or telephone (effective immediately) to the usual address (or telephone or telecopier number or email address) of such director as it appears on the books of the Corporation (with respect to notice by telephone, fax or email, limited to those directors who have agreed in writing to accept notice such way) so that it is effective at least seven days before such meeting; provided, however, if it is determined by the President that there is an emergency which requires immediate board action, a meeting may be called on 24 hour notice given by the most expeditious manner possible. Notice of any meeting need not be given, however, to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice. Notices do not need to be given for regular meetings of the Board as to which a listing of such meetings has been distributed to the directors, either in the minutes or otherwise, and the annual meeting of the Board. Although not required, a written agenda stating all matters upon which action is proposed to be taken may also be provided, but matters not on the agenda may be acted upon at the meeting except as otherwise required by these By-Laws or applicable law.
Section 2.12. Chairperson. At all meetings of the Board of Directors, the President shall preside. In the President’s absence, the President may appoint a chairperson pro tem, or if the President fails to do so, the directors shall appoint one of their own members to preside.
Section 2.13. Related Party Transactions. Please refer to the Conflict of Interest Policy.
Section 3.1. Creation.
(a) Board Committees. The Board of Directors, by resolution adopted by a majority of the entire board, from time to time may designate from among its members such committees, each consisting of three or more directors, as the business of the Corporation may require, and delegate such authority to such committees as the Board of Directors may deem appropriate, as allowed by Section 712 of the N-PCL, provided that no such committee of the Board shall have authority as to (i) submitting to members any action requiring members’ approval under the N-PCL, (ii) filling vacancies in the Board or any committees, (iii) fixing compensation of the Directors for serving on the Board or on any committee, (iv) amending or repealing these By-Laws or adopting new By-Laws, (v) amending or repealing any Board resolution which by its terms shall not be so amendable or repealable, or (iv) conducting any other activities expressly prohibited by law. Any Executive Committee shall notify the full Board of any actions it takes or decisions it made, other than those in the ordinary course of operations, within a reasonable time thereafter but in any event by the time of the next meeting of the Board of Directors. Each other committee shall report to the full Board at the next Board meeting regarding any significant action which it takes or decisions that it makes.
(b) Committees of the Corporation. Committees of the Corporation, if any, may be established by the Board of Directors or by the members. The members of such committees, who may be non-directors, shall be elected or appointed by the President, or as otherwise set forth at the time of formation of such committees. Such committees shall act in an advisory capacity or shall function to conduct events or activities of the Corporation; they shall not have the authority to act on behalf of the Board of Directors or to set corporate policy.
Section 3.2. Procedure. Each member of a committee shall be serve at the pleasure of the Board of Directors or, if appointed by the President, at the pleasure of the President. The Board of Directors may appoint alternate members of any committee to act as substitutes for any absent member at meetings of such committee. If there shall be a vacancy in any committee, such vacancy may be filled by the Board of Directors or, if such committee member was appointed by the President, by the President, subject to approval by the Board. Unless otherwise chosen by the Board of Directors at the time of the appointment of members, the chair of each committee shall be selected by the President. Except as otherwise provided by these By-Laws or by the Board of Directors, each committee shall determine its own rules of procedure. A majority of the membership of a committee of the Board shall constitute a quorum for the transaction of business by such committee unless otherwise established pursuant to committee rules of procedure. Any executive committee shall keep minutes of its meetings and each other committee shall keep records of its proceedings or prepare reports and each committee chair shall submit the same to the Board of Directors prior to the next Board meeting held more than two weeks after the committee meeting.
Section 4.1. Officers, Election and Term. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board of Directors may elect. Other than the President and any Vice Presidents, officers do not need to be members of the Board of Directors. One person may hold more than one office in the Corporation except that the President cannot hold the office of Secretary or Treasurer. the officers shall be elected by the Board of Directors and, unless otherwise provided in the resolution of election or appointment of such officer or such officer’s successor, each officer shall continue in office until the close of the annual meeting of the Board of Directors next following his or her election and until his or her successor shall have been duly elected and qualified or until his or her death, resignation or removal. Any officer may resign at any time by giving written notice to the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective. Any officer may be removed by the Board of Directors with or without cause by a majority vote of the entire Board.
Section 4.2. Powers and Duties. The agents and officers of the Corporation shall each have such powers and perform such duties in the management of the affairs, property and business of the Corporation, subject to the control of the Board of Directors, as generally pertain to their respective offices, we well as such additional powers and duties as may be authorized from time to time by the Board of Directors. The powers and duties of the officers of the Corporation in the management of the affairs, property and business shall, subject to the control of the Board of Directors, be as follows:
PRESIDENT. The President shall have general supervision of the affairs of the Corporation. He or she shall preside at all meetings of the Board of Directors, coordinate with the Executive Director on the general affairs of the Corporation, and keep the Board of Directors fully informed, and shall freely consult with them concerning the activities of the Corporation. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Corporation all contracts or other documents authorized either generally or specifically by the Board of Directors; unless otherwise limited by the Board, the Board may also grant such signing authority to other officers or agents of the Corporation. He or she shall be a member ex-officio of all committees of the Board of Directors, and, if he or she be a director, shall have the right to vote on all such committees unless otherwise precluded by action of the Board of Directors. He or she shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors and shall perform such other duties as are necessarily incident to the office of the President. An employee of the Corporation shall not be eligible to serve as President (or in any office with similar responsibilities).
VICE PRESIDENTS. The Vice Presidents shall have such powers and duties as may be assigned to them by the Board of Directors. In the absence of the President, the Vice Presidents, in the order designated by the Board of Directors, shall in general perform the duties of the President.
SECRETARY. The Secretary shall act as secretary of all meetings of the Board of Directors at which he or she is present and shall keep or cause to be kept minutes of all meetings of the Board of Directors and any executive committee in books proper for that purpose and be responsible for archiving all original Corporation documents that possess important historical and ongoing value. He or she shall attend to the giving and serving of all notices of the Corporation. The Secretary shall be the keeper of the Corporation’s seal if there is one and shall have the right to affix such seal and certify as accurate copies of the Corporation’s documents. He or she shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors. The Secretary may, in his or her discretion, delegate to an Executive Director or to any person the power to do any and all of the foregoing, and in such case, the acts taken pursuant thereto shall be of the same force and effect as if done by the Secretary personally.
ASSISTANT SECRETARIES. The Assistant Secretaries shall perform the duties of the Secretary in his or her absence or at his or her request, and shall perform such other duties as shall from time to time be assigned to them by the Board of Directors.
TREASURER. The Treasurer shall have the custody of all funds and securities of the Corporation which may come into his or her hands. He or she shall collect all dues and fees and provide receipts thereof, keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, deposit or cause to be deposited all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate and pay all bills approved by the Board of Directors or the President and cause to be prepared and filed in a timely fashion all required financial reports, in particular tax forms required by New York State and the Federal government. Whenever required by the Board of Directors, he or she shall render a statement of his or her account. He or she shall at all reasonable times exhibit his or her books and accounts to any officer or director of the corporation and shall perform all duties incident to the position of the Treasurer subject to the control of the Board of Directors and shall, when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.
ASSISTANT TREASURERS. The Assistant Treasurers shall perform the duties of the Treasurer in his or her absence or at his or her request, and shall perform such other duties as shall from time to time be assigned to them by the Board of Directors.
Section 4.3. Other Agents. The Board may contract with a firm or hire staff to assist with the work of the Corporation. Such individual shall not be deemed an officer of the Corporation. The Board may also engage the services of legal and accounting professionals as needed. The Board of Directors may appoint from time to time such other agents as it shall deem appropriate. Each of such persons shall hold office at the pleasure of the Board of Directors and shall have such authority and perform such duties, and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
Section 4.4. Compensation. The Corporation may pay its officers, agents and employees compensation commensurate with their services, and reimburse expenses incurred in the performance of their duties. The amount of salary and other compensation paid to each officer shall be fixed by action of the Board of Directors or, if such exists, the Executive Committee, by the affirmative vote of a majority of the entire Board or committee.
Section 4.5. Loans. No loans shall by made by the Corporation to any of its directors or officers or to any entity in which one or more of its directors or officers is also a director or officer or holds a substantial financial interest.
Executive Director. The Board may authorize the engagement of an Executive Director of the Corporation, who may, but need not, be a director or officer or member of the Corporation. The Executive Director shall be deemed an officer of the Corporation. The Executive Director shall be the chief operating officer, shall have general control of the work of the Corporation subject to the direction of the Board of Directors, and shall report to the Board of Directors at each meeting. The Executive Director, along with the President, shall have the authority, in the name and on behalf of the Corporation, to executive all agreements, contracts, checks, mortgages, drafts, notes or other obligations, instruments and documents of the Corporation, authorized either generally or specifically by the Board. The Executive Director shall present an annual report to the annual meeting of directors of the Corporation concerning the work of the Corporation for the year preceding such meeting. Any Executive Director may resign at any time by giving written notice to the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective. Any Executive Director may be removed by the Board of Directors with or without cause.
The Corporation shall indemnify each present and former director and officer (or, if deceased, his or her personal representatives), and the Corporation may advance his or her expenses, who was or is made, or is threatened to be made, a party to any action or proceeding, whether civil or criminal (including without limitation any action brought by or in the right of the Corporation), or who is a subject of a government investigation, by reason of the fact that such person (or such person’s testator or intestate) (i) is or was a director, officer or committee member or (ii) in the case of a present or former director or officer, serves or served, at the request of the Corporation, as a trustee, director or officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against any and all liabilities, losses, judgments, fines (including excise taxes assessed with respect to an employee benefit plan pursuant to applicable law), amounts paid in settlement and expenses (including attorneys’ fees, reasonably incurred) in connection with such action or proceeding, or any appeal from such action or proceeding, or government investigation in the manner [to the full extent authorized or permitted under the N-PCL. Except as restricted by law, the Corporation may provide additional indemnification pursuant to agreement, action of the Board of Directors, provision of these By-Laws or otherwise. The right to be indemnified or to the advancement or reimbursement of expenses pursuant to these By-Laws is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof or of any such resolution were set forth in a separate written contract between the Corporation and such person, and shall continue to exist after any rescission or restrictive modification hereof or of any such resolution with respect to events occurring prior thereto.
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January.
Section 7.2. Records. The Corporation shall keep as permanent records minutes of the proceedings of its members, Board of Directors and any Committee and minutes or other records of any other committee with authority to act for the Board of Directors. The Corporation shall maintain a copy of the following records at its principal office: (1) certificate of incorporation and all amendments to them currently in effect; (2) these By-Laws and all amendments to them currently in effect; (3) minutes and records described in this section; (4) a list of the names and addresses of all directors; and (5) the number of capital certificates, if any, held by each member and the dates when they respectively became the owners of record thereof.
Section 7.3. Checks, Notes and Contracts. The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The President and the Treasurer, and such other officers, agents and individuals named by the Board, shall be authorized to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents on the Corporation’s behalf.
Section 7.4. Investments. The funds of the Corporation may be retained in whole or in part, in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board may deem desirable in accordance with a board-approved investment policy.
Section 7.5. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
Except as otherwise required by Section 709 of the N-PCL (regarding adding or deleting a provision of which sets the proportion of directors that shall constitute a quorum or the proportion of votes of directors which shall be necessary for the transaction of business or of a specified item of business at a level greater than that set by the N-PCL, which requires approval by a vote of two-thirds of the entire board), or other provisions of applicable law, these By-Laws may be amended, added to or repealed by the Board of Directors by the vote of a majority of the entire Board of Directors or by unanimous written consent, provided written notice of the proposal to amend and a copy of the proposed amendment shall have been given to each director at least ten days prior to such meeting (but no such notice shall be needed for action by written consent) in accordance with the notice procedure set forth in Section 2.11; except that no prior notice shall be required to increase the size of the Board of Directors by up to two positions in connection with the election of new directors or to decrease the size of the Board in connection with acceptance of resignations or other events leading to the departure of directors.